1. Whilst I alone did call upon thy aid,
2. My verse alone had all thy gentle grace;
3. But now my gracious numbers are decayed,
4. And my sick Muse doth give an other place.
5. I grant, sweet love, thy lovely argument
6. Deserves the travail of a worthier pen;
7. Yet what of thee thy poet doth invent
8. He robs thee of, and pays it thee again.
9. He lends thee virtue, and he stole that word
10. From thy behaviour; beauty doth he give,
11. And found it in thy cheek: he can afford
12. No praise to thee, but what in thee doth live.
13. Then thank him not for that which he doth say,
14. Since what he owes thee, thou thyself dost pay.

This
sonnet continues the questioning of the
merits of the rival sonneteer(s) or poet(s), on the assumption, as it
seems,
that it is known that he (the rival) has already taken the favoured
place
which the writer thought was reserved for himself alone. It is
interesting
that this sonnet reflects the ideas of 38, but seen from the
perspective
of an observer looking upon another poet. In 38 the argument was that
the
fair youth himself provided the motive and subject for everything which
his lover, the poet, could write. Here the argument is that the beloved
is equally potent to do the same for other poets too. The writer
therefore
reminds the youth that he should not be praising these rival poets, but
that they should be thanking him for paying their debts.

But
now my gracious numbers
are decayde,
And my ſick Muſe doth giue an other place.
I grant ( ſweet loue )thy louely argument
Deſerues the trauaile of a worthier pen,
Yet what of thee thy Poet doth inuent,
He robs thee of,and payes it thee againe,
He lends thee vertue,and he ſtole that word,
From thy behauiour ,beautie doth he giue
And found it in thy cheeke: he can affoord
No praiſe to thee,but what in thee doth liue.
Then thanke him not for that which he doth ſay,
Since what he owes thee,thou thy ſelfe dooſt pay,

1. Whilst I alone did call upon thy aid,

1.
When I was the only one who called upon you
as the inspiration for my poetry.

2. My verse alone had all
thy gentle grace;

2. all
thy gentle grace = all your beauty
and elegance. gentle often has the meaning of
'coming from gentle
stock, being nobly born'.

3. But now my gracious numbers are decayed,

3. my
gracious numbers = the elegant
phrases and metre of my verses. As in Sonn.17:
If I could write the beauty of your eyes
And in fresh numbers number all your graces
The term 'numbers' was often used to refer to the metrical units and
lines
of poetry, (OED 17b), hence to poetry in general.decayed
= fallen to ruin and penury; reduced in quantity and worth.

4. And my sick Muse doth
give an other place.

4. my
sick Muse = my inspiration, which
clearly is now become sick and feeble. The word Muse
was used for
poetic inspiration in general, or to indicate one or all of the nine
Muses
of classical antiquity. doth give another place = yields its (her)
supremacy to another.

5. I grant, sweet love, thy
lovely argument

5. thy
lovely argument = you, as the
subject of a poem, (whom we all know as the loveliest of beings).

6. Deserves the travail of a worthier pen;

6. travail
= toil. Note however that
the original meaning of labour, suffering, (OED.1.) is here absolutely
predominant,
without any of the associated meaning of 'making a journey', as in
The dear repose for limbs with travel tired; 27
When what I seek, my weary travel's end, 50

pen = implement
for writing, but, by transference, the writer himself. A pen in those
days
was a goose quill. For the bawdy implications, see the note on pen
in
the previous sonnet, line 3.

7. Yet what of thee thy
poet doth invent

7. Yet
what of thee = yet whatever material
concerning you; thy poet = evidently the newly adopted poet,
the rival. Possibly
used in a general sense as 'Whatever any poet invents about you'.

8. He robs thee of, and
pays it thee again.

8. He
robs thee of - in other words,
he does not invent it at all, but merely steals it. and pays it thee again - i.e. he gives you
what was your own already
(there is a strong suggestion of duplicity here, of stealing someone's
possessions
and then flogging them back to the victim).

9. He lends thee virtue,
and he stole that word

9. The
implied accusations of theft and trickery
continue. The usurping poet pretends to lend something (virtue) which
he
had already stolen from the youth.

10. From thy behaviour; beauty doth he give,

10. The
apparent ending of the sentence, or
at least the sense of part of the sentence, in the middle of this and
the
following line, evokes the sensation of a breathless catalogue of
crimes
which the usurper commits. There are so many crimes that the speaker
does
not have time to arrange them in a proper and intelligible sequence,
and
they all come tumbling out in his speech.

11. And found it in thy cheek: he can afford

11. and
found it in thy cheek - your
cheek (face) is the type and pattern of all that is beautiful, hence
the
poet found that beauty there and uses it as his theme. afford = give, present, offer. But since so
much of the language
of the previous lines is of lending, paying, robbing and stealing, it
is
inevitable that this word conjures up associations of penury. The rival
poet is poor in imagination, rich only in that the beloved provides him
with the material sustenance for his verse, and rich only in so far as
he
has stolen so much.

12. No praise to thee, but
what in thee doth live.

12. but
what in thee doth live = except
that which you already possess, except that which is naturally inherent
in you.

13. Then thank him not for
that which he doth say,

13. Then
thank him not = so do not thank
him that which he doth say - i.e. for his verses.

14. Since what he owes
thee, thou thyself dost pay.

14. The
financial imagery which was started
in lines 8-9 continues here, giving the impression partly that the
relationship
between poet and patron in this case is entirely mercenary, one sided,
and
to the disadvantasge of the youth. He even has to pay the rival poets
debts
for him.